Edgar Filing: FULLER MORTIMER B III

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FULLER MORTIMER B III

2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [GWR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

66 FIELD POINT ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2012

(Street)

GREENWICH, CT 06830

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.01 par value	03/09/2012		C		33,698	A	⁽¹⁾	33,698	I ⁽²⁾	By Grantor Retained Annuity Trust ⁽²⁾
Class A Common Stock, $0.01 par value	03/09/2012		G	V	33,698	D	$ 0	0 ⁽³⁾	I ⁽²⁾	By Grantor Retained Annuity Trust ⁽²⁾
Class B Common Stock, $0.01 par value	03/09/2012		G	V	101,094	D	$ 0	0 ⁽⁴⁾ ⁽⁵⁾	I ⁽²⁾	By Grantor Retained Annuity Trust ⁽²⁾
Class A Common Stock, $0.01 par value								5,955.5	I ⁽⁶⁾	By wife ⁽⁶⁾
Class B Common Stock, $0.01 par value								1,288,518 ⁽⁴⁾ ⁽⁵⁾	D
Class B Common Stock, $0.01 par value								5,748 ⁽⁴⁾	I ⁽⁶⁾	By wife ⁽⁶⁾
Class B Common Stock, $0.01 par value								154,930 ⁽⁷⁾	I ⁽⁷⁾	By Grantor Retained Annuity Trust ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock, $.01 par value

⁽⁴⁾

03/09/2012

33,698

⁽⁴⁾

Class A Common Stock, $.01 par value

33,698

$ 0 ⁽⁴⁾

214,172 ⁽⁴⁾

I ⁽²⁾

By Grantor Retained Annuity Trust ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH, CT 06830	X

Signatures

Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III		03/13/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares were received upon conversion of Class B Common Stock held by a Grantor Retained Annuity Trust ("GRAT") upon the expiration of the GRAT term. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
(2)	These shares were previously reported as held in the GRAT, of which Mr. Fuller was the trustee. Mr. Fuller's term as trustee of the GRAT expired upon the expiration of the GRAT term. Accordingly, Mr. Fuller no longer has an indirect beneficial ownership interest in the securities held by the GRAT.
(3)	Reflects a transfer of 33,698 shares of Class A Common Stock by the GRAT to a trust for the benefit of one of the beneficiaries of the GRAT upon the expiration of the GRAT term.
(4)	This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock.
(5)	Reflects a transfer of 101,094 shares of Class B Common Stock by the GRAT to three separate trusts for the benefit of three of the beneficiaries of the GRAT upon the expiration of the GRAT term. Also reflects a transfer of 113,078 shares of Class B Common Stock by the GRAT to the direct holdings of Mr. Fuller upon expiration of the GRAT term.
(6)	These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.
(7)	This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock. These shares are indirectly beneficially owned by a second Grantor Retained Annuity Trust, of which Mr. Fuller is the trustee.

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